UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark One)



☒ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended June 30,
2018



or



☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________   to
__________



Commission File Number
001-10647



PRECISION
OPTICS CORPORATION, INC.

(Exact name of registrant as specified in
its charter)



|Massachusetts                     |  | 04-2795294         
|--------------------------------- |  | -------------------
|(State or other jurisdiction      |  | (I.R.S. Employer   
|of incorporation or organization) |  | Identification No.)



22 East Broadway

Gardner, Massachusetts 01440

(Address of principal executive offices)
(Zip Code)



(978) 630-1800

(Registrant’s telephone number,
including area code)



Securities registered pursuant to
Section 12(b) of the Act: None







|Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
|------------------- |  | ----------------- |  | -----------------------------------------
|N/A                 |  | N/A               |  | N/A                                      



Securities registered pursuant to
Section 12(g) of the Act: Common Stock, $0.01 par value



Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes
☒ No



Indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
☐ Yes ☒ No



Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Yes ☐ No



Indicate by
check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). ☒ Yes ☐ No



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:



|Large accelerated filer ☐ | Accelerated filer ☐        
|------------------------- | ---------------------------
|Non-accelerated filer ☒   | Smaller reporting company ☒
|                          | Emerging growth company ☐  



If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act. ☐ Yes ☒ No



The aggregate
market value of the voting and non-voting common stock held by non-affiliates of the registrant on December 29, 2017 was
approximately $2,406,427 based on a total of 5,869,334 shares of the registrant’s common stock held by non-affiliates
on December 29, 2017, at the closing price of $0.41 per share as reported on the OTCQB market on December 29, 2017.



The number of shares
of outstanding common stock of the registrant as of September 15, 2018 was 10,297,139.



Documents incorporated by reference: None




















EXPLANATORY NOTE



Precision Optics Corporation, Inc. is filing
this amendment No.1 on Form 10-K/A for the year ended June 30, 2018 as filed with the Securities and Exchange Commission on September
27, 2018, in order to correct the date of the audit report.



This Form 10-K/A does not modify or update
any other disclosures set forth in the original annual report on Form 10-K for the year ended June 30, 2018, and filed with the
Securities and Exchange Commission on September 27, 2018.



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



|Exhibit
    No. |  | Description                                                                                                                        
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|23.1*           |  | Consent of Independent Registered Public Accounting Firm.                                                                          
|                |  |                                                                                                                                    
|31.1*           |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|                |  |                                                                                                                                    
|31.2*           |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                            
|                |  |                                                                                                                                    
|32.1*           |  | Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



* Filed herewith.



























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SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                    | PRECISION OPTICS CORPORATION, INC.
|------------------- | ----------------------------------
|                    |                                   
|                    |                                   
|Date: June 12, 2019 | By:                               
|                    |                                   
|                    |                                   
|                    |                                   
|                    |                                   
|Date: June 12, 2019 | By:                               
|                    |                                   



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|Signature                                     | Capacity                                                                                | Date         
|--------------------------------------------- | --------------------------------------------------------------------------------------- | -------------
|                                              |                                                                                         |              
|/s/ Joseph N. Forkey
        Joseph N. Forkey | Chief Executive Officer, President, Treasurer and Director(Principal Executive Officer) | June 12, 2019
|                                              |                                                                                         |              
|/s/ Donald A. Major
        Donald A. Major   | Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)   | June 12, 2019
|                                              |                                                                                         |              
|/s/ Andrew J. Miclot                          | Director                                                                                | June 12, 2019
|Andrew J. Miclot                              |                                                                                         |              
|                                              |                                                                                         |              
|/s/ Peter H. Woodward                         | Director, Chairman                                                                      | June 12, 2019
|Peter H. Woodward                             |                                                                                         |              
|                                              |                                                                                         |              
|/s/ Richard B. Miles                          | Director                                                                                | June 12, 2019
|Richard B. Miles                              |                                                                                         |              
|                                              |                                                                                         |              
|/s/Kenneth S. Schwartz                        | Director                                                                                | June 12, 2019
|Kenneth S. Schwartz                           |                                                                                         |              







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